ex4-24



 


Exhibit 4.24



Execution Version



Compagnie Générale de Géophysique



$55,000,000 10 5/8% Senior Notes due 2007



PURCHASE AGREEMENT



February 5, 2002



RBC DOMINION SECURITIES CORPORATION

SALOMON SMITH BARNEY INC.

c/o RBC Dominion Securities Corporation

One Liberty Plaza

New York, New York 10016


Ladies and Gentlemen:


     Compagnie Générale de Géophysique, a société anonyme incorporated in
France and registered at the Evry Commercial Registry under Number B 969 202
241 (69B00224) (the “Company”), hereby confirms its agreement with you (the
“Initial Purchasers”), as set forth below.


     1.     The Securities. Subject to the terms and conditions herein contained,
the Company shall issue and sell to the Initial Purchasers an aggregate of
$55,000,000 principal amount of its 10 5/8% Series A Senior Notes due 2007 (the
“Senior Notes”). The Senior Notes are to be issued under the indenture (the
“Indenture”) dated as of November 22, 2000 by and between the Company and
JPMorgan Chase Bank (formerly The Chase Manhattan Bank), as trustee (the
“Trustee”). The Senior Notes are sometimes referred to herein as the
“Securities.”


     The Securities are being offered and sold to the Initial Purchasers
without being registered under the United States Securities Act of 1933, as
amended (the “Act”) in reliance on exemptions therefrom.


     In connection with the sale of the Securities, the Company has prepared a
final offering memorandum dated the date hereof (the “Final Memorandum”),
setting forth or including, among other things, a description of the terms of
the Securities, the terms of the offering of the Securities and a description
of the business of the Company and any material developments relating to the
Company occurring after the date of the most recent historical financial
statements included therein.


     The Initial Purchasers and their direct and indirect transferees of the
Securities will be entitled to the benefits of a Registration Rights Agreement
to be dated as of the Closing Date (as defined in Section 3 below) (the
“Registration Rights Agreement”), pursuant to which the Company shall agree,
among other things, to file with the United States Securities and Exchange
Commission (the “Commission”), under the circumstances set forth therein, (i) a
registration statement under the Act (the “Exchange Offer Registration
Statement”) relating to 10 5/8% Series B Senior Notes due 2007 of the Company (the
“Exchange Notes”) to be offered in exchange (the “Exchange Offer”) for







 




the Senior Notes, and (ii) as and to the extent required by the
Registration Rights Agreement, a shelf registration statement pursuant to Rule
415 under the Act (the “Shelf Registration Statement” and, together with the
Exchange Offer Registration Statement, the “Registration Statements”), relating
to the resale by certain holders of the Senior Notes, and to use their
reasonable best efforts to cause such Registration Statements to be declared
effective. This Purchase Agreement (this “Agreement”), the Senior Notes, the
Exchange Notes, the Indenture and the Registration Rights Agreement are
hereinafter referred to collectively as the “Operative Documents.”


     2.     Representations and Warranties. The Company represents and warrants to
and agrees with the Initial Purchasers that:


     (a)  On the date of this Agreement and on the Closing Date, the Final
Memorandum does not and will not, and any amendment or supplement thereto will
not, contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this Section 2(a) do not apply to
statements or omissions made in reliance upon and in conformity with
information relating to the Initial Purchasers furnished to the Company in
writing by any of the Initial Purchasers expressly for use in the Final
Memorandum or any amendment or supplement thereto.


     (b)  The Company has the authorized, issued and outstanding capitalization
as set forth in the Final Memorandum; each subsidiary, direct or indirect, of
the Company that represents more than 2.5% of the Company’s consolidated
operating revenues or consolidated total assets as of September 30, 2001 or, to
the Company’s knowledge, as of the date hereof, is listed on Exhibit A hereto
(each, a “Material Subsidiary” and collectively, the “Material Subsidiaries”);
all of the outstanding shares of capital stock of the Company, and all of the
outstanding shares of capital stock of, or other equity interests in, each of
the subsidiaries of the Company, have been duly authorized and validly issued,
are fully paid and nonassessable and were not issued in violation of any
preemptive or similar rights; except as set forth on Schedule II hereto, all of
the outstanding shares of capital stock of, or other equity interests in, each
subsidiary of the Company are owned by the Company, directly or indirectly
through one or more other subsidiaries of the Company, free and clear of all
liens, encumbrances, equities and claims or restrictions on transferability
(other than those imposed by the Act and the securities or “Blue Sky” laws of
certain jurisdictions) or voting; and except as set forth in the Final
Memorandum, there are no outstanding (i) options, warrants or other rights to
purchase, (ii) agreements or other obligations of the Company to issue or (iii)
other rights to convert any obligation into, or exchange any securities for,
shares of capital stock of or other equity interests in the Company or any of
its Material Subsidiaries. Except for the Company’s subsidiaries and as
disclosed in Exhibit B hereto or the Final Memorandum, neither the Company nor
any of its subsidiaries owns, directly or indirectly, any shares of capital
stock or any other equity securities or has any equity interest in any firm,
partnership, joint venture or other entity.


     (c)  Each of the Company and its subsidiaries is duly incorporated (or
otherwise organized), validly existing and in good standing, as applicable,
under the laws of its jurisdiction of organization, with all requisite
corporate or similar power and authority to own its properties and conduct its
business as now conducted and as described in the Final Memorandum; each of the
Company and its subsidiaries is duly qualified to do business as a foreign
corporation, limited partnership or limited liability company (as the case may
be) in good standing, as applicable, in all


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other jurisdictions where the ownership or leasing of its properties or
the conduct of its business requires such qualification, except where the
failure to be so qualified would be likely not to, individually or in the
aggregate, have a material adverse effect on the business, condition (financial
or otherwise), prospects or results of operations of the Company and its
subsidiaries, taken as a whole (any such event, a “Material Adverse Effect”).


     (d)  The Company has all requisite corporate or similar power and authority
to execute, deliver and perform its obligations under this Agreement and the
other Operative Documents and to consummate the transactions contemplated
hereby and thereby, including, without limitation, the power and authority to
issue, sell and deliver the Securities as contemplated by this Agreement.


     (e)  This Agreement has been duly and validly authorized, executed and
delivered by the Company and is the legally valid and binding obligation of the
Company, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar applicable laws of general applicability relating to or
affecting creditors’ rights and to general equity principles and except that
rights to indemnification and contribution thereunder may be limited by federal
or state securities laws or public policy relating thereto.


     (f)  The Senior Notes have been duly and validly authorized for issuance
and sale to the Initial Purchasers by the Company pursuant to this Agreement
and, when each global certificate representing the Senior Notes has been issued
and authenticated in accordance with the terms of the Indenture and delivered
against payment therefor in accordance with the terms hereof, the Senior Notes
will be the legally valid and binding obligations of the Company, enforceable
against it in accordance with their terms and entitled to the benefits of the
Indenture, subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar applicable laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


     (g)  The Exchange Notes have been duly and validly authorized for issuance
by the Company and, when each certificate representing the Exchange Notes has
been issued and authenticated in accordance with the terms of the Indenture,
the Registration Rights Agreement and the Exchange Offer, the Exchange Notes
will be the legally valid and binding obligations of the Company, enforceable
against it in accordance with their terms and entitled to the benefits of the
Indenture, subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar applicable laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


     (h)  The Indenture (assuming due execution and delivery thereof by the
Trustee) is the legally valid and binding obligation of the Company,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar applicable laws of general applicability relating to or affecting
creditors’ rights and to general equity principles. The Indenture has been
duly qualified under the United States Trust Indenture Act of 1939, as amended
(the “TIA”).


     (i)  The Registration Rights Agreement has been duly and validly authorized
by the Company and, when duly executed and delivered by the Company (assuming
the due execution and delivery thereof by the Initial Purchasers), will be the
legally valid and binding obligation of the


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Company, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar applicable laws of general applicability relating to or
affecting creditors’ rights and to general equity principles and except that
rights to indemnification and contribution thereunder may be limited by federal
or state securities laws or public policy relating thereto.


     (j)  No consent, waiver, approval, authorization or order of or filing,
registration, qualification, license or permit of or with any court or
governmental agency or body, or third party is required for the issuance and
sale by the Company of the Securities to the Initial Purchasers or the
consummation by the Company of each of the other transactions contemplated
hereby or by any of the other Operative Documents, except, in each case, such
as have been or, prior to the Closing Date, will be obtained, and other than
such as may be required under state securities or “Blue Sky” laws in connection
with the purchase and resale of the Securities by the Initial Purchasers and
the receipt by the Company of an order from the Commission declaring the
Exchange Offer Registration Statement and/or the Shelf Registration Statement
effective. Neither the Company nor any of its subsidiaries is (A) in violation
of its charter or bylaws (or similar organizational document), (B) in breach or
violation of any statute (including, without limitation, the United States
Foreign Corrupt Practices Act), judgment, decree, order, rule or regulation
applicable to any of them or any of their respective properties or assets,
except for any such breach or violation which would be likely not to,
individually or in the aggregate, have a Material Adverse Effect, or (C) in
breach of or default under (nor has any event occurred which, with notice or
passage of time or both, would constitute a default under) or in violation of
any of the terms or provisions of any indenture, mortgage, deed of trust, loan
agreement, note, lease, license, permit, certificate, contract or other
agreement or instrument to which any of them is a party or to which any of them
or their respective properties or assets is subject (collectively,
“Contracts”), except for any such breach, default, violation or event which
would be likely not to, individually or in the aggregate, have a Material
Adverse Effect.


     (k)  The execution, delivery and performance by the Company of this
Agreement and each of the other Operative Documents and the consummation of the
transactions contemplated hereby and thereby (including, without limitation,
the issuance and sale of the Securities to the Initial Purchasers and the
issuance of the Exchange Notes in the Exchange Offer), do not and will not
violate, conflict with or constitute or result in a breach of or a default
under (or constitute an event which with notice or passage of time or both
would constitute a default under) or cause an acceleration of any obligation
under, or (except for the transactions contemplated hereby) result in the
imposition or creation of (or the obligation to create or impose) any mortgage,
pledge, security interest, encumbrance, lien or charge of any kind (including
any conditional sale or other title retention agreement or lease in the nature
thereof), on any properties or assets of either the Company or any subsidiary
of the Company with respect to (A) the terms or provisions of any Contract,
except for any such conflict, breach, violation, default or event which would
be likely not to, individually or in the aggregate, have a Material Adverse
Effect, (B) the charter or bylaws (or similar organizational document) of the
Company or any of the Material Subsidiaries, or (C) (assuming compliance with
all applicable state securities or “Blue Sky” laws and assuming the accuracy of
the representations and warranties of the Initial Purchasers in Section 8
hereof) any statute, judgment, decree, order, rule or regulation applicable to
the Company or any of its subsidiaries or any of their respective properties or
assets, except for any such conflict, breach or violation which would be likely
not to, individually or in the aggregate, have a Material Adverse Effect.


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     (l)  Barbier Frinault & Autres and Ernst & Young Audit, who are reporting
on the audited financial statements of the Company included in the Final
Memorandum, are independent public accountants within the meaning of the Act
and the rules and regulations promulgated thereunder. The audited financial
statements of the Company and related notes thereto included in the Final
Memorandum, including the unaudited interim financial statements of the Company
included therein, present fairly in all material respects the consolidated
financial position of the Company, as of the dates indicated, and the
consolidated results of their operations and cash flow for the periods
specified, in accordance with generally accepted accounting principles in the
United States (“GAAP”) consistently applied throughout such periods, except as
otherwise stated therein. The summary and selected financial and statistical
data included in the Final Memorandum present fairly in all material respects
the information shown therein and have been prepared and compiled on a basis
consistent with the audited and unaudited financial statements included
therein, except as stated therein.


     (m)  Except as disclosed in the Final Memorandum, there is not pending or,
to the knowledge of the Company, threatened any action, suit, proceeding,
inquiry or investigation to which the Company or any of its subsidiaries is a
party, or to which the property or assets of the Company or any of its
subsidiaries is subject, before or brought by any court, arbitrator or
governmental agency or body which (A) if determined adversely to the Company or
any of its subsidiaries, would be likely to, individually or in the aggregate,
have a Material Adverse Effect, (B) seeks to restrain, enjoin, prevent the
consummation of or otherwise challenge the issuance or sale of the Securities
to be sold hereunder or the consummation of the other transactions described in
the Final Memorandum, or (C) would be required to be described in a prospectus
pursuant to the Act that are not described in the Final Memorandum; and there
are no material contracts or other documents which would be required to be
described in a prospectus pursuant to the Act that are not described in the
Final Memorandum.


     (n)  Each of the Company and its subsidiaries owns or possesses adequate
licenses or other rights to use all trademarks, service marks, trade names and
know-how necessary to conduct the businesses now or proposed to be operated by
it as described in the Final Memorandum, and neither the Company nor any of its
subsidiaries has received any notice of conflict with (or knows of any such
conflict with) asserted rights of others with respect to any trademarks,
service marks, trade names or know-how which, if such assertion of conflict
were sustained, would be likely to, individually or in the aggregate, have a
Material Adverse Effect.


     (o)  Each of the Company and its subsidiaries possesses all licenses,
permits, certificates, consents, orders, approvals and other authorizations
from, and has made all declarations and filings with, all federal, state, local
and other governmental authorities, all self-regulatory organizations and all
courts and other tribunals, including without limitation under any applicable
Environment Laws (as defined below), presently required or necessary to own or
lease, as the case may be, and to operate its respective properties and to
carry on its respective businesses as now or proposed to be conducted as set
forth in the Final Memorandum (“Permits”), except where the failure to obtain
such Permits would be likely not to, individually or in the aggregate, have a
Material Adverse Effect; each of the Company and its subsidiaries has fulfilled
and performed all of its obligations with respect to such Permits and no event
has occurred which allows, or after notice or lapse of time would allow,
revocation or termination thereof or results in any other material impairment
of the rights of the holder of any such Permit, except where the failure to
perform such obligations or the occurrence of


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such event would be likely not to have a Material Adverse Effect; and
neither the Company nor any of its subsidiaries has received any notice of any
proceeding relating to revocation or modification of any such Permit, except as
described in the Final Memorandum and except where such revocation or
modification would be likely not to, individually or in the aggregate, have a
Material Adverse Effect.


     (p)  Since the respective dates as to which information is given in the
Final Memorandum, except as described therein and except for the transactions
contemplated hereby, neither the Company nor any subsidiary of the Company has
incurred any liabilities or obligations, direct or contingent (other than in
the ordinary course of business), that are material to the Company and its
subsidiaries, taken as a whole, or entered into any transactions or contracts
(written or oral) not in the ordinary course of business that are material to
the business, condition (financial or other) or results of operations or
prospects of the Company and its subsidiaries, taken as a whole; there has not
been any adverse change in the capital stock or long-term indebtedness of the
Company or any subsidiary of the Company that is material to the business,
condition (financial or other) or results of operations or prospects of the
Company and its subsidiaries, taken as a whole; and neither the Company nor any
of its subsidiaries has purchased any of its outstanding capital stock (other
than with respect to any subsidiary, the purchase of capital stock owned by the
Company or by any wholly-owned subsidiary of the Company).


     (q)  Each of the Company and its Material Subsidiaries has filed all
necessary federal, state and foreign income and franchise tax returns and,
except as set forth in the Final Memorandum, has paid all taxes shown as due
thereon or made adequate reserve or provision therefor; and other than tax
deficiencies which the Company or any subsidiary of the Company is contesting
in good faith and for which the Company or such subsidiary has provided
adequate reserves, there is no tax deficiency that has been asserted against
the Company or any subsidiary of the Company that would be likely to,
individually or in the aggregate, have a Material Adverse Effect.


     (r)  To the Company’s knowledge, the statistical and market-related data
included in the Final Memorandum are based on or derived from sources which are
reliable and accurate.


     (s)  Except as described in the Final Memorandum, each of the Company and
the Material Subsidiaries has good and marketable title to all real property
and good title to all personal property described in the Final Memorandum as
being owned by it and good and marketable title to a leasehold estate in the
real and personal property described in the Final Memorandum as being leased by
it, free and clear of all liens, charges, encumbrances or restrictions with
such exceptions as are not material and do not interfere with the use made and
proposed to be made of such property and buildings by the Company or its
Material Subsidiaries.


     (t)  Except as described in the Final Memorandum or as would be likely not
to, individually or in the aggregate, have a Material Adverse Effect (A) each
of the Company and its subsidiaries is in compliance with and not subject to
any known liability under applicable Environmental Laws (as defined below), (B)
each of the Company and its subsidiaries has made all filings and provided all
notices required under any applicable Environmental Law, and has, and is in
compliance with, all Permits required under any applicable Environmental Laws
and each of them is in full force and effect, (C) there is no civil, criminal
or administrative action, suit, demand, claim, hearing, notice of violation,
investigation, proceeding, notice or demand letter or request for
information pending or, to the knowledge of the Company and its
subsidiaries, threatened against the


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Company or its subsidiaries under any Environmental Law, (D) no lien, charge, encumbrance or restriction has been
recorded under any Environmental Law with respect to any assets, facility or
property owned, operated, leased or controlled by the Company or any of its
subsidiaries, (E) neither the Company nor any of its subsidiaries has received
notice that it has been identified as a potentially responsible party under the
United States Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended (“CERCLA”), or any comparable state law, and (F) no
property or facility of the Company or any of its subsidiaries is (i) listed
or, to the knowledge of the Company and its subsidiaries proposed for listing
on the National Priorities List under CERCLA or (ii) listed in the
Comprehensive Environmental Response, Compensation, Liability Information
System List promulgated pursuant to CERCLA, or on any comparable list
maintained by any state or local governmental authority.


     For purposes of this Agreement, “Environmental Laws” means the common law
and all applicable federal, state and local laws or regulations, codes, orders,
decrees, judgments or injunctions issued, promulgated, approved or entered
thereunder, relating to pollution or protection of public or employee health
and safety or the environment, including, without limitation, laws relating to
(i) emissions, discharges, releases or threatened releases of hazardous
materials into the environment (including, without limitation, ambient air,
surface water, ground water, land surface or subsurface strata), (ii) the
manufacture, processing, distribution, use, generation, treatment, storage,
disposal, transport or handling of hazardous materials, and (iii) underground
and above ground storage tanks and related piping, and emissions, discharges,
releases or threatened releases therefrom.


     (u)  There is no strike, labor dispute, slowdown or work stoppage with the
employees of the Company or any of the Material Subsidiaries which is pending
or, to the knowledge of the Company, threatened. To the knowledge of the
Company, except as required by applicable law, no collective bargaining
organizing activities are taking place with respect to the Company or any of
its Material Subsidiaries.


     (v)  Each of the Company or its Material Subsidiaries carries insurance
(including self insurance) in such amounts and covering such risks as in its
determination is adequate for the conduct of its business or the value of its
properties.


     (w)  None of the Company or its Material Subsidiaries has any liability for
any prohibited transaction or funding deficiency or any complete or partial
withdrawal liability with respect to any pension, profit sharing, 401(k) plan
or other plan which is subject to the United States Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), to which the Company or any
Material Subsidiary makes or ever has made a contribution and in which any
employee of the Company or any Material Subsidiary is or has ever been a
participant, except for such liabilities which would be likely not to,
individually or in the aggregate, have a Material Adverse Effect. With respect
to such plans, the Company and each Material Subsidiary is in compliance in all
material respects with all applicable provisions of ERISA.


     (x)  The Company is not, and after giving effect to the offering and sale
of the Senior Notes will not be, an “investment company”, as such term is
defined in, and that is or is required to be registered under Section 8 of, the
Investment Company Act.


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     (y)  The Senior Notes, the Exchange Notes, the Indenture and the
Registration Rights Agreement conform or will conform in all material respects
to the descriptions thereof in the Final Memorandum.


     (z)  No holder of securities of the Company or any subsidiary of the
Company will be entitled to have such securities registered under the
Registration Statements required to be filed by the Company pursuant to the
Registration Rights Agreement other than as expressly permitted thereby.


     (aa)  Neither the Company, any of its affiliates (as defined in Rule 501
under the Act) nor any person acting on its behalf (excluding the Initial
Purchasers for which it makes no representation) has offered or sold the
Securities by means of any general solicitation or general advertising within
the meaning of Rule 502(c) under the Act or, with respect to Securities sold
outside the United States to non-U.S. persons (as defined in Rule 902 under the
Act), by means of any directed selling efforts within the meaning of Rule 902
under the Act, and the Company, any affiliate of the Company and any person
acting on its or their behalf (other than the Initial Purchasers) have complied
with and will implement the “offering restriction” within the meaning of Rule
902 under the Act.


     (bb)  Except as disclosed in the Final Memorandum, within the six months
preceding the date hereof, neither the Company nor any other person acting on
behalf of the Company has offered or sold to any person any Securities, or any
securities of the same or a similar class as the Securities, other than
Securities offered or sold to the Initial Purchasers hereunder; and the Company
will take reasonable precautions designed to insure that any offer or sale,
direct or indirect, in the United States or to any U.S. person (as defined in
Rule 902 under the Act) of any Securities or any substantially similar security
issued by the Company, within six months subsequent to the date on which the
distribution of the Securities has been completed (as notified to the Company
by the Initial Purchasers), is made under restrictions and other circumstances
reasonably designed not to affect the status of the offer and sale of the
Securities in the United States and to U.S. persons contemplated by this
Agreement as transactions exempt from the registration provisions of the Act.


     (cc)  When the Securities are issued and delivered pursuant to this
Agreement, the Securities will not be of the same class (within the meaning of
Rule 144A under the Act) as any other securities of the Company or any
subsidiary of the Company that are listed on a national securities exchange
registered under Section 6 of the Exchange Act or that are quoted in a United
States automated inter-dealer quotation system.


     (dd)  Assuming the accuracy of the representations and warranties of the
Initial Purchasers in Section 8 hereof, it is not necessary in connection with
the offer, sale and delivery of the Securities to the Initial Purchasers in the
manner contemplated by this Agreement to register any of the Securities under
the Act.


     (ee)  The Company is subject to the reporting requirements of Section 13 or
Section 15(d) of the 1934 Act.


     (ff)  The Company is, and immediately after the Closing Date will be,
Solvent. As used herein, the term “Solvent” means, with respect to the Company
on a particular date, that on such date


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(A) the fair market value of the assets of the Company is greater than the
total amount of liabilities (including contingent liabilities) of the Company,
(B) the present fair salable value of the assets of the Company is greater than
the amount that will be required to pay the probable liabilities of the Company
on its debts as they become absolute and matured, (C) the Company is able to
realize upon its assets and pay its debts and other liabilities, including
contingent obligations, as they mature, and (D) the Company does not have
unreasonably small capital.


     (gg)  Neither Company, any of its subsidiaries, nor any of its officers,
directors or controlling persons has taken, directly or indirectly, any action
designed to cause or to result in, or that has constituted or which could
reasonably be expected to constitute, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the
Securities.


     (hh)  In connection with the distribution of the Securities, (i) the
Company has not offered or sold, and will not offer or sell, directly or
indirectly, any Securities to the public in the Republic of France, (ii) offers
and sales of Securities in the Republic of France will be made only to
qualified investors in accordance with Article 412-1 of the French Code
Monétaire et Financier, and Decree no. 98-880 dated 1 October 1998 and (iii)
the Company has not distributed or caused to be distributed and will not
distribute or cause to be distributed in the Republic of France, the Final
Memorandum or any other offering material relating to the Securities other than
to investors to whom offers and sales of Securities in the Republic of France
may be made as described above.


     Any certificate signed by any officer of the Company and delivered to the
Initial Purchasers or to counsel for the Initial Purchasers shall be deemed a
representation and warranty by the Company to the Initial Purchasers as to the
matters covered thereby.


     3.     Purchase, Sale and Delivery of the Securities. On the basis of the
representations, warranties, agreements and covenants herein contained and
subject to the terms and conditions herein set forth, the Company agrees to
issue and sell to the Initial Purchasers, and each Initial Purchaser agrees to
purchase from the Company, that principal amount of Senior Notes as is set
forth opposite such Initial Purchaser’s name on Schedule I hereto at 97.5% of
their principal amount, representing a commission or discount of 2.5% in
respect of placement and underwriting, plus accrued and unpaid interest thereon
from and including November 15, 2001 to but excluding the Closing Date. One or
more certificates in definitive global form for the Securities that the Initial
Purchasers have agreed to purchase hereunder, with Securities to be sold
pursuant to Rule 144A under the Act to be represented by a different global
certificate than the global certificate representing any Securities to be sold
pursuant to Regulation S under the Act, shall be delivered by or on behalf of
the Company to the Initial Purchasers through the facilities of The Depository
Trust Company (“DTC”) against payment by or on behalf of the Initial Purchasers
of the purchase price therefor in United States dollars, by wire transfer
(immediately available funds) to such bank account or accounts in the United
States as the Company shall specify prior to the Closing Date. Such delivery
of and payment for the Securities shall be made at 10:00 a.m., New York time,
on February 8, 2002, at Vinson & Elkins L.L.P., 1001 Fannin, Suite 2300,
Houston, Texas 77002, or at such other place, time or date as the Initial
Purchasers, on the one hand, and the Company, on the other hand, may agree
upon, such time and date of delivery against payment being herein referred to
as the “Closing Date.” The global Securities in book-entry form will be
deposited on the Closing


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Date, by or on behalf of the Company, with DTC or its designated
custodian, and registered in the name of Cede & Co.


     4.     Offering by the Initial Purchasers. The Initial Purchasers propose to
make an offering of the Securities at the price and upon the terms set forth in
the Final Memorandum, as soon as practicable after this Agreement is entered
into and as in the judgment of the Initial Purchasers is advisable.


     5.     Covenants of the Company. The Company covenants and agrees with the
Initial Purchasers that:


     (a)  The Company shall not make any amendment or supplement to the Final
Memorandum of which the Initial Purchasers shall not previously have been
advised and furnished a copy for a reasonable period of time prior to the
proposed amendment or supplement and as to which the Initial Purchasers shall
not have given their consent. The Company shall promptly, upon the reasonable
request of the Initial Purchasers, make any amendments or supplements to the
Final Memorandum that may be necessary or advisable in connection with the
resale of the Securities by the Initial Purchasers.


     (b)  The Company shall cooperate with the Initial Purchasers in arranging
for the qualification of the Securities for offering and sale under the
securities or “Blue Sky” laws of such jurisdictions as the Initial Purchasers
may reasonably designate and shall continue such qualifications in effect for
as long as may be necessary to complete the resale of the Securities; provided,
however, that in connection therewith, the Company shall not be required to
qualify as a foreign corporation or to execute a general consent to service of
process in any jurisdiction or subject itself to taxation in excess of a
nominal dollar amount in any such jurisdiction where it is not then so subject.


     (c)  If, at any time prior to the earlier of (1) consummation of the
exchange offer and (2) completion of the initial resale by the Initial
Purchasers of the Securities to persons other than affiliates of the Initial
Purchasers (as determined by the Initial Purchasers), any event occurs as a
result of which the Final Memorandum as then amended or supplemented would
include any untrue statement of a material fact, or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if for any other
reason it is necessary at any time to amend or supplement the Final Memorandum
to comply with applicable law, the Company will promptly notify the Initial
Purchasers thereof and will prepare, at the expense of the Company, an
amendment or supplement to the Final Memorandum that corrects such statement or
omission or effects such compliance.


     (d)  The Company will, without charge, provide to the Initial Purchasers
and to counsel for the Initial Purchasers as many copies of the Final
Memorandum or any amendment or supplement thereto as the Initial Purchasers may
reasonably request.


     (e)  The Company will apply the net proceeds from this offering as set
forth under “Use of Proceeds” in the Final Memorandum.


     (f)  For so long as any of the Securities remain outstanding, the Company
will furnish to the Initial Purchasers copies of all reports and other
communications (financial or otherwise)


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furnished by the Company to the Trustee or to the holders of the Senior
Notes and, as soon as available, copies of any reports or financial statements
furnished to or filed by the Company with the Commission or any U.S. national
securities exchange on which any class of securities of the Company may be
listed.


     (g)  Prior to the Closing Date, the Company will furnish to the Initial
Purchasers, as soon as they have been prepared, if at all, a copy of any
unaudited interim financial statements of the Company for any period subsequent
to the period covered by the most recent financial statements appearing in the
Final Memorandum.


     (h)  Neither the Company nor any of its affiliates will sell, offer for
sale or solicit offers to buy or otherwise negotiate in respect of any
“security” (as defined in the Act) which could be integrated with the sale of
the Securities in a manner which would require the registration under the Act
of the Securities.


     (i)  Neither the Company, any of its affiliates (as defined in Rule 501
under the Act) nor any person acting on its behalf (excluding the Initial
Purchasers) will offer or sell the Senior Notes by means of any general
solicitation or general advertising within the meaning of Rule 502(c) under the
Act or, with respect to Senior Notes sold outside the United States to non-U.S.
persons (as defined in Rule 902 under the Act), by means of any directed
selling efforts within the meaning of Rule 902 under the Act.


     (j)  For so long as any of the Securities remain outstanding, the Company
will make available, upon request, to any seller or prospective purchaser
designated by such seller of such Securities the information specified in Rule
144A(d)(4) under the Act, unless the Company is then subject to Section 13 or
15(d) of the Exchange Act or exempt from reporting pursuant to Rule 12g3-2(b)
thereunder.


     (k)  The Company will (i) cooperate with the Initial Purchasers in their
efforts to permit the Securities to be designated PORTAL securities in
accordance with the rules and regulations adopted by the NASD relating to
trading in The Portal Market and (ii) use its reasonable best efforts to permit
the Securities to be eligible for clearance and settlement through DTC,
including preparation and filing with DTC of a Letter of Representations signed
by the Company and the Trustee.


     (l)  The Company shall pay all stamp and other duties, if any, which may be
imposed by the United States or the Republic of France or any political
subdivision thereof or taxing authority thereof or therein with respect to the
initial issuance by the Company and the initial resale by the Initial
Purchasers of the Securities; provided, however, the Company shall not be
required to make any payment with respect to any other tax, assessment or
government charge imposed by any government or any political subdivision
thereof or taxing authority.


     (m)  The Company shall use its reasonable best efforts to do and perform
all things required or necessary to be done and performed under this Agreement
by it prior to the Closing Date and to satisfy all conditions precedent to the
delivery of the Senior Notes.


     6.     Expenses. The Company agrees to pay all costs and expenses incident to
the performance of its obligations under this Agreement, whether or not the
transactions contemplated


-11-






 




herein are consummated or this Agreement is terminated pursuant to Section
11 hereof, including all costs and expenses incident to (i) the printing, word
processing or other production of documents with respect to the transactions
contemplated hereby, including any costs of printing the Final Memorandum and
any amendment or supplement thereto, (ii) all arrangements relating to the
delivery to the Initial Purchasers of copies of the foregoing documents, (iii)
the fees and disbursements of the counsel, the accountants and any other
experts or advisors retained by the Company, (iv) preparation, issuance and
delivery to the Initial Purchasers of the Securities, (v) the qualification of
the Securities under state securities and “Blue Sky” laws, including filing
fees and reasonable fees and disbursements of counsel incurred by the Initial
Purchasers relating thereto, (vi) the reasonable fees, disbursements and
charges of Vinson & Elkins L.L.P., counsel to the Initial Purchasers, incurred
in connection with the transactions contemplated hereby, (vii) expenses in
connection with any meetings with prospective investors in the Securities,
including “road show” expenses, (viii) fees and expenses incurred by the
Trustee and reasonable fees and expenses incurred by its counsel, (ix) all
expenses and listing fees incurred in connection with the application for
quotation of the Securities on The Portal Market, (x) the application for
admission of the Securities to the Luxembourg Stock Exchange, including,
without limitation, the fees of the listing agent, the Luxembourg paying agent
and the Luxembourg Stock Exchange, (xi) any fees charged by investment rating
agencies for the rating of the Securities, (xii) all reasonable out-of-pocket
expenses incurred by each of RBC Dominion Securities Corporation and Salomon
Smith Barney Inc. in connection with the transactions contemplated hereby and
(xiii) reasonable fees, disbursements and charges of French counsel to the
Initial Purchasers, incurred in connection with the transactions contemplated
hereby (provided that such disbursements and charges shall be reimbursed
subject to the receipt of sufficiently itemized accounts). If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Initial Purchasers set forth in Section 7 hereof is not
satisfied, because this Agreement is terminated or because of any failure,
refusal or inability on the part of the Company to perform all obligations and
satisfy all conditions on their part to be performed or satisfied hereunder
(other than solely by reason of a default by an Initial Purchaser on its
obligations hereunder after all conditions hereunder have been satisfied in
accordance herewith), the Company agrees to promptly reimburse the Initial
Purchasers upon demand for all reasonable out-of-pocket expenses (including
reasonable fees, disbursements and charges of Vinson & Elkins L.L.P., counsel
for the Initial Purchasers) that shall have been incurred by the Initial
Purchasers in connection with the proposed purchase and sale of the Securities.
The Company shall not be liable to the Initial Purchasers for loss of
contemplated profits from the transactions covered by this Agreement. Other
than as set forth in this Section 6, each of the parties hereto shall bear all
out-of-pocket costs and expenses incurred by them.


     7.     Conditions of the Initial Purchasers’ Obligations. The obligation of
the Initial Purchasers to purchase and pay for the Securities shall, in their
sole discretion, be subject to the satisfaction or waiver of the following
conditions on or prior to the Closing Date:


     (a)  On the Closing Date, the Initial Purchasers shall have received the
opinions, dated as of the Closing Date and addressed to the Initial Purchasers,
of Linklaters, special counsel for the Company, and Valerie Fery, Legal Vice
President, Corporate Affairs of the Company, substantially in the respective
forms set forth in Exhibits C.1 through C.4.


     (b)  On the Closing Date, the Initial Purchasers shall have received the
opinion, in form and substance satisfactory to the Initial Purchasers, dated as
of the Closing Date and addressed to the


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Initial Purchasers, of Vinson & Elkins L.L.P., counsel for the Initial
Purchasers, with respect to certain legal matters relating to this Agreement
and such other related matters as the Initial Purchasers may require. In
rendering such opinion, Vinson & Elkins L.L.P. may rely, as to all matters
governed by the laws of jurisdictions other than the laws of the State of New
York and the federal law of the United States, upon the opinion of Linklaters &
Alliance delivered pursuant to Section 7(a) hereof or upon opinions of other
counsel reasonably satisfactory to the Initial Purchasers. Such counsel may
also state that insofar as such opinion involves factual matters, they have
relied, to the extent they deemed proper, upon certificates of officers of the
Company and certificates of public officials.


     (c)  The Initial Purchasers shall have received from Barbier Frinault &
Autres and Ernst & Young Audit comfort letters dated the date hereof and dated
as of the closing date, in form and substance satisfactory to the Initial
Purchasers.


     (d)  The representations and warranties of the Company contained in this
Agreement shall be true and correct in all material respects on and as of the
date hereof and on and as of the Closing Date as if made on and as of the
Closing Date (except for the representations and warranties which were true and
correct as of a certain specified date which shall continue to be true and
correct as of such date); the statements of the Company’s officers made
pursuant to any certificate delivered in accordance with the provisions hereof
shall be true and correct in all material respects on and as of the date made
and on and as of the Closing Date; the Company shall have complied in all
material respects with all agreements and satisfied all conditions on its part
to be performed or satisfied hereunder at or prior to the Closing Date; and,
except as described in the Final Memorandum (exclusive of any amendment or
supplement thereto after the date hereof), subsequent to the date of the most
recent financial statements in such Final Memorandum, there shall have been no
development that, singly or in the aggregate, is reasonably likely to have a
Material Adverse Effect.


     (e)  The sale of the Securities hereunder shall not be enjoined
(temporarily or permanently) on the Closing Date.


     (f)  Subsequent to the date of the most recent financial statements in the
Final Memorandum (exclusive of any amendment or supplement thereto after the
date hereof), other than as described in such Final Memorandum or contemplated
hereby, neither the Company nor any subsidiary of the Company shall have
incurred any liabilities or obligations, direct or contingent (other than in
the ordinary course of business), that are material to the Company and its
subsidiaries, taken as a whole, or entered into any transactions or contracts
(written or oral) not in the ordinary course of business that are material to
the business, condition (financial or other) or results of operations or
prospects of the Company and its subsidiaries, taken as a whole; there shall
not have been any adverse change in the capital stock or long-term indebtedness
of the Company or any subsidiary of the Company that is material to the
business, condition (financial or other) or results of operations or prospects
of the Company and its subsidiaries, taken as a whole; and neither the Company
nor any of its subsidiaries shall have purchased any of its outstanding capital
stock (other than with respect to any subsidiary, the purchase of capital stock
owned by the Company).


     (g)  Subsequent to the date of the most recent financial statements in the
Final Memorandum (exclusive of any amendment or supplement thereto after the
date hereof), neither the Company nor any of its subsidiaries shall have
sustained any loss or interference with respect to its


-13-






 




businesses or properties from fire, flood, hurricane, accident or other
calamity, whether or not covered by insurance, or from any strike, labor
dispute, slow down or work stoppage or any legal or governmental proceeding,
which loss or interference, would have a Material Adverse Effect, nor shall
there have been any material adverse change, or any development which may
reasonably be expected to involve a material adverse change, in the properties,
business, results of operations, condition (financial or otherwise), operations
or prospects of the Company and its subsidiaries taken as a whole (any such
event, a “Material Adverse Change”), or any event or development involving or
reasonably likely to cause or result in a Material Adverse Effect (including
without limitation a change in management or control of the Company), except in
each case as described in the Final Memorandum (exclusive of any amendment or
supplement thereto);


     (h)  The Initial Purchasers shall have received certificates of the
Company, dated the Closing Date, signed on behalf of the Company by Robert
Brunck, its Chairman of the Board and Chief Executive Officer, and Michel
Ponthus, its Senior Executive Vice President, Human Resources & Finance and
Chief Financial Officer, to the effect that:


             (i)  the representations and warranties of the Company contained in this
Agreement are true and correct in all material respects as of the date hereof
and as of the Closing Date (except for the representations and warranties which
were true and correct as of a certain specified date which shall continue to be
true and correct as of such date), and the Company has performed all covenants
and agreements and satisfied hereunder all conditions on its part to be
performed or satisfied hereunder at or prior to the Closing Date;


             (ii)  at the Closing Date, since the date hereof or since the date of the
most recent financial statements in the Final Memorandum (exclusive of any
amendment or supplement thereto after the date hereof), no event or events have
occurred, no information has become known nor does any condition exist that,
individually or in the aggregate, would have a Material Adverse Effect;


             (iii)  since the date hereof or since the date of the most recent financial
statements in the Final Memorandum (exclusive of any amendment or supplement
thereto after the date hereof), other than as described in the Final Memorandum
or contemplated hereby, neither the Company nor any subsidiary of the Company
has incurred any liabilities or obligations, direct or contingent (other than
in the ordinary course of business), that are material to the Company and its
subsidiaries, taken as a whole, or entered into any transactions or contracts
(written or oral) not in the ordinary course of business that are material to
the business, condition (financial or other) or results of operations or
prospects of the Company and its subsidiaries, taken as a whole; there has not
been any change in the capital stock or long-term indebtedness of the Company
or any subsidiary of the Company that is material to the business, condition
(financial or other) or results of operations or prospects of the Company and
its subsidiaries, taken as a whole; and neither the Company nor any of its
subsidiaries has purchased any of its outstanding capital stock (other than
with respect to any subsidiary, the purchase of capital stock owned by the
Company).


             (iv)  the sale of the Securities hereunder has not been enjoined
(temporarily or permanently).


     (i)  On the Closing Date, the Initial Purchasers shall have received the
Registration Rights Agreement duly executed by the Company.


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     (j)  At the Closing Date, the Securities shall be rated at least Ba3 by
Moody’s Investors Service and BB by Standard & Poor’s, and the Company shall
have delivered to the Initial Purchasers a letter dated on or about the Closing
Date, from each such rating agency, or other evidence satisfactory to the
Initial Purchasers, confirming that the Securities have such ratings.


     (k)  At the Closing Date, the Securities shall have been designated for
trading on The Portal Market and cleared for settlement at DTC.


     (l)  At the Closing Date, application shall have been made to list the
Securities on the Luxembourg Stock Exchange, and such application either shall
not have been withdrawn or rejected or shall have been approved for listing
subject to official notice of issuance.


     On or before the Closing Date, the Initial Purchasers and counsel for the
Initial Purchasers shall have received such further documents, opinions,
certificates, letters and schedules or instruments relating to the business,
corporate, legal and financial affairs of the Company as they shall have
heretofore reasonably requested from the Company.


     All such documents, opinions, certificates, letters, schedules or
instruments delivered pursuant to this Agreement will comply with the
provisions hereof only if they are reasonably satisfactory in all material
respects to the Initial Purchasers and counsel for the Initial Purchasers. The
Company shall furnish to the Initial Purchasers such conformed copies of such
documents, opinions, certificates, letters, schedules and instruments in such
quantities as the Initial Purchasers shall reasonably request.


     8.     Representations and Warranties by the Initial Purchasers. Each of the
Initial Purchasers represents and warrants that it has duly authorized,
executed and delivered this Agreement. Each of the Initial Purchasers hereby
acknowledges that the Securities have not been registered under the Act; they
are being offered and sold pursuant to an exemption from registration contained
in the Act based in part on such Initial Purchaser’s representations contained
in this Agreement, including, without limitation, the following: it has
substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company so that it is
capable of evaluating the merits and risks of its investment in the Company; it
acknowledges that it must bear the economic risk of this investment
indefinitely unless the Securities are registered under the Act or an exemption
from registration is available; it is an “accredited investor” within the
meaning of Rule 501(a) promulgated under the Act; it has received and read the
Final Memorandum, in particular the information set forth in the sections
entitled “Forward-Looking Statements,” “Risk Factors,” “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and “Investor
Representations,” and has had an opportunity to discuss the Company’s business,
management and financial affairs with directors, officers and other management
of the Company and its subsidiaries and ask questions of, and receive answers
from, the Company and its management regarding the terms and conditions of its
investment in the Company. Each of the Initial Purchasers represents and
warrants that it is a QIB. Each of the Initial Purchasers agrees with the
Company that (a) neither it, any of its affiliates (as defined in Rule 501
under the Act) nor any person acting on its behalf has offered or sold or will
offer or sell the Senior Notes by means of any general solicitation or general
advertising within the meaning of Rule 502(c) under the Act or, with respect to
Senior Notes sold outside the United States to non-U.S. persons (as defined in
Rule 902 under the Act), by means of any directed selling efforts within the
meaning of Rule 902


-15-






 




under the Act, or in any manner involving a public offering
within the meaning of Section 4(2) of the Act and the rules and regulations
promulgated thereunder, and (b) it has and will solicit offers for the
Securities only from, and will offer the Securities only to (A) in the case of
offers inside the United States, persons whom such Initial Purchaser reasonably
believes to be QIBs, if any such person is buying for one or more institutional
accounts for which such person is acting as fiduciary or agent, only when such
person has represented to such Initial Purchaser that each such account is a
QIB, to whom notice has been given that such sale or delivery is being made in
reliance on Rule 144A under the Act, and, in each case, in transactions under
Rule 144A and (B) in the case of offers outside the United States, persons
other than U.S. persons (“foreign purchaser”), which term shall include dealers
or other professional fiduciaries in the United States acting on a
discretionary basis for foreign beneficial owners (other than an estate or
trust) in offshore transactions within the meaning of Rule 902 under the Act;
provided, however, that, in the case of this clause (b), in purchasing such
Securities, such persons are deemed to have represented and agreed as provided
under the caption “Investor Representations” contained in the Final Memorandum.
Each of the Initial Purchasers acknowledges and agrees that, except as
permitted by this Agreement, it will not offer, sell or deliver any Securities
(i) as part of the distribution at any time or (ii) otherwise until 40 days (or
such longer period as may be provided under Regulation S, as amended) after the
later of the commencement of the offering of the Senior Notes and the last
original issue date of the Senior Notes, within the United States or to, or for
the account or benefit of, U.S. Persons, and in any case only in accordance
with Rule 903 under the Act, and that it will send to each dealer or other
person receiving a selling concession, fee or other remuneration to which it
sells Senior Notes in reliance on Regulation S during the restricted period a
confirmation or other notice setting forth the restrictions on offers and sales
of the Securities within the United States or to, or for the account or benefit
of, U.S. Persons (terms used in this paragraph having the meanings given to
them by Regulation S under the Act). Each of the Initial Purchasers further
represents, warrants and agrees that (i) it has not offered or sold, and prior
to the date six months after the date of issue of the Securities, will not
offer or sell, any Securities to persons in the United Kingdom, except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995, (ii) it has only communicated
or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the Financial Services and Markets Act
2000 (the “FSMA”)) received by it in connection with the issue or sale of any
Securities in circumstances in which Section 21(1) of the FSMA does not apply
to the Company, or (iii) it has complied, and will comply, with all applicable
provisions of the FSMA with respect to anything done by it in relation to the
Securities in, from or otherwise involving the United Kingdom. Each of the
Initial Purchasers represents, warrants and agrees that, in connection with the
distribution of the Securities, (i) it has not offered or sold, and will not
offer or sell, directly or indirectly, any Securities to the public in the
Republic of France, and (ii) offers and sales of Securities in the Republic of
France will be made only to qualified investors in accordance with Article 6 of
the Ordinance no. 67-833 dated 28 September 1967, as amended, and Decree no.
98-880 dated 1 October 1998. In addition, each of the Initial Purchasers
represents, warrants and agrees that it has not distributed or caused to be
distributed and will not distribute or cause to be distributed in the Republic
of France, the Final Memorandum or any other offering material relating to the
Securities other than to investors to whom offers and sales of
Securities in the Republic of France may be made as described


-16-






 




above. Each of the Initial Purchasers agrees that it will not offer, sell or deliver any of
the Securities in any jurisdiction outside the United States, its territories
and possessions except under circumstances that will result in compliance with
the provisions of Regulation S promulgated under the Act and the applicable
laws of such jurisdiction, and that it will take at its own risk and expense
whatever action is required to permit its purchase and resale of the Securities
in such jurisdictions. Each of the Initial Purchasers understands that no
action has been taken to permit a public offering of the Securities in any
jurisdiction within or without the United States where action would be required
for such purpose. Each of the Initial Purchasers agrees not to cause any
advertisement of the Securities to be published in any newspaper or periodical
or posted in any public place and not to issue any circular relating to the
Securities, except in any such case with the consent of the Company. Each of
the Initial Purchasers agrees to send and give a copy of the Final Memorandum
(as the same may be supplemented or amended) to each purchaser of the Senior
Notes at or prior to the written confirmation of the sale of the Senior Notes
to such person.


     9.     Indemnification and Contribution.


     (a)  The Company shall indemnify and hold harmless each Initial Purchaser,
its officers, employees, representatives and agents and each person, if any,
who controls any Initial Purchaser within the meaning of the Act (collectively
the “Initial Purchaser Indemnified Parties” and, each an “Initial Purchaser
Indemnified Party”) against any loss, claim, damage or liability, joint or
several, or any action in respect thereof, to which that Initial Purchaser
Indemnified Party may become subject, under the Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of or is based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in the Final Memorandum or in any amendment or supplement thereto or
(ii) the omission or alleged omission to state in the Final Memorandum or in
any amendment or supplement thereto a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; and shall reimburse each Initial Purchaser Indemnified Party
promptly upon demand for any legal or other expenses reasonably incurred by
that Initial Purchaser Indemnified Party in connection with investigating or
preparing to defend or defending against or appearing as a third party witness
in connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from the Final Memorandum or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Initial Purchaser
specifically for use therein, which information the parties hereto agree is
limited to that information specified as being provided by the Initial
Purchasers in Section 12 hereof. This indemnity agreement is not exclusive and
will be in addition to any liability that the Company may otherwise have and
shall not limit any rights or remedies which may otherwise be available at law
or in equity to the Initial Purchaser Indemnified Parties.


     (b)  Each Initial Purchaser, severally and not jointly, shall indemnify and
hold harmless the Company its officers, employees, representatives and agents,
each of its directors and each person, if any, who controls the Company within
the meaning of the Act (collectively the “Company Indemnified Parties” and each
a “Company Indemnified Party”) against any loss, claim, damage or liability,
joint or several, or any action in respect thereof, to which the Company
Indemnified Parties may become subject, under the Act or otherwise, insofar as such loss,
claim, damage, liability or


-17-






 




action arises out of or is based upon (i) any
untrue statement or alleged untrue statement of a material fact contained in
the Final Memorandum or in any amendment or supplement thereto or (ii) the
omission or alleged omission to state therein a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, but in each case only to the extent that the untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by or on behalf of that Initial Purchaser specifically for use therein,
and shall reimburse the Company Indemnified Parties for any legal or other
expenses reasonably incurred by such parties in connection with investigating
or preparing to defend or defending against or appearing as third party witness
in connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided that the parties hereto hereby agree that such
written information provided by the Initial Purchasers consists solely of the
information identified as such in Section 12 hereto. This indemnity agreement
is not exclusive and will be in addition to any liability that the Initial
Purchasers might otherwise have and shall not limit any rights or remedies
which may otherwise be available at law or in equity to the Company Indemnified
Parties.


     (c)  Promptly after receipt by an indemnified party under this Section 9 of
notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under this Section 9, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure
to notify the indemnifying party shall not relieve it from any liability which
it may have under this Section 9 except to the extent it has been materially
prejudiced by such failure; and, provided, further, that the failure to notify
the indemnifying party shall not relieve it from any liability which it may
have to an indemnified party otherwise than under this Section 9. If any such
claim or action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it wishes, jointly with any
other similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 9 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that
any indemnified party shall have the right to employ separate counsel in any
such action and to participate in the defense thereof but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i)
the employment thereof has been specifically authorized by the indemnifying
party in writing, (ii) such indemnified party shall have been advised by such
counsel that there may be one or more legal defenses available to it which are
different from or additional to those available to the indemnifying party and
in the reasonable judgment of such counsel it is advisable for such indemnified
party to employ separate counsel or (iii) the indemnifying party has failed to
assume the defense of such action and employ counsel reasonably satisfactory to
the indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, that the indemnifying party shall not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys (in addition to local counsel) at any time for all such
indemnified parties, which firm shall


-18-






 




be designated in writing by RBC Dominion
Securities Corporation, if the indemnified parties under this Section 9 consist
of any Initial Purchaser Indemnified Party, or by the Company, if the
indemnified parties under this Section 9 consist of any Company Indemnified
Parties. Each indemnified party, as a condition of the indemnity agreements
contained in Section 9(a) and 9(b), shall use all reasonable efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. Subject to the provisions of Section 9(e) below, no indemnifying party
shall be liable for any settlement of any such action effected without its
written consent (which consent shall not be unreasonably withheld), but if
settled with its written consent or if there be a final judgment for the
plaintiff in any such action, the indemnifying party agrees to indemnify and
hold harmless any indemnified party from and against any loss or liability by
reason of such settlement or judgment.


     (d)  If at any time an indemnified party shall have requested that an
indemnifying party reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by this Section 9 effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the request for reimbursement, (ii) such
indemnifying party shall have received notice of the terms of such settlement
at least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.


     (e)  If the indemnification provided for in this Section 9 is unavailable
or insufficient to hold harmless an indemnified party under Section 9(a) or
9(b), then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in
respect thereof, (i) in such proportion as shall be appropriate to reflect the
relative benefits received by the Company on the one hand and the Initial
Purchasers on the other from the offering of the Securities or if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and the Initial Purchasers on the other with respect to the
statements or omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Initial Purchasers on the other with respect to such offering
shall be deemed to be in the same proportion as the total net proceeds from the
offering of the Securities purchased under this Agreement (before deducting
expenses) received by the Company bear to the total discounts and commissions
received by the Initial Purchasers with respect to the Securities purchased
under this Agreement, in each case as set forth in the table on the cover page
of the Final Memorandum. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the Initial
Purchasers on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission; provided that the parties hereto agree that the
written information furnished to the Company by the Initial Purchasers for use
in the Final Memorandum consists solely of the information identified as such
in Section 12 hereto. The Company and the Initial Purchasers agree that it
would not be just and equitable if contributions pursuant to this Section 9(e)
were to be determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other
method of allocation which


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does not take into account the equitable
considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 9(e) shall be deemed to include, for
purposes of this Section 9(e), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 9(e), no
Initial Purchaser shall be required to contribute any amount in excess of the
total discounts, commissions and other compensation received by such Initial
Purchaser under this Agreement less the amount of any damages which such
Initial Purchaser has otherwise paid or become liable to pay by reason of any
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.


     The Initial Purchasers’ obligations to contribute as provided in this
Section 9(e) are several in proportion to their respective underwriting
obligations and not joint.


     10.     Survival Clause. The respective representations, warranties,
agreements, covenants, indemnities and other statements of the Company, its
officers and the Initial Purchasers set forth in this Agreement or made by or
on behalf of them pursuant to this Agreement shall remain in full force and
effect, regardless of (i) any investigation made by or on behalf of the
Company, any of its officers or directors, the Initial Purchasers or any
controlling person referred to in Section 9 hereof and (ii) delivery of and
payment for the Securities. The respective agreements, covenants, indemnities
and other statements set forth in Sections 6, 9 and 12 through 17 hereof shall
remain in full force and effect, regardless of any termination or cancellation
of this Agreement.


     11.     Termination. (a) This Agreement may be terminated in the sole
discretion of the Initial Purchasers by notice to the Company given prior to
the Closing Date in the event that the Company shall have failed, refused or
been unable to perform all obligations and satisfy all conditions on its part
to be performed or satisfied hereunder at or prior thereto or, if at or prior
to the Closing Date:



		
	 	     (i) either the Company or any of its subsidiaries shall have
sustained any loss or interference with respect to its businesses or
properties from fire, flood, hurricane, accident or other calamity,
whether or not covered by insurance, or from any strike, labor dispute,
slow down or work stoppage or any legal or governmental proceeding, which
loss or interference, in the sole judgment of the Initial Purchasers, has
had or has a Material Adverse Effect, or there shall have been, in the
sole judgment of the Initial Purchasers, any Material Adverse Change, or
any event or development involving or reasonably likely to cause or
result in a Material Adverse Effect (including without limitation a
change in management or control of the Company), except in each case as
described in the Final Memorandum (exclusive of any amendment or
supplement thereto);




		
	 	     (ii) trading in securities of the Company or in securities generally
on the New York Stock Exchange, American Stock Exchange or the NASDAQ
National Market shall have been suspended or minimum or maximum prices
shall have been established on any such exchange or market;



-20-






 








		
	 	     (iii) a banking moratorium shall have been declared by New York,
United States or French authorities;




		
	 	     (iv) there shall have been (A) an outbreak or escalation of
hostilities between the United States and any foreign power or between
the Republic of France and any other foreign power, or (B) an outbreak or
escalation of any other insurrection or armed conflict involving the
United States or the Republic of France or any other national or
international calamity or emergency, or (C) any material change in the
financial markets of the United States or the Republic of France which,
in the case of clause (A), (B) or (C) and in the sole judgment of the
Initial Purchasers, makes it impracticable or inadvisable to proceed with
the private offering or the delivery of the Securities as contemplated by
the Final Memorandum; or




		
	 	     (v) since the date of this Agreement any securities of the Company
shall have been downgraded or placed on any “watch list” for possible
downgrading by any nationally recognized statistical rating organization,
as such term is defined by the Commission for purposes of Rule 436(g)(2)
under the Act.



     (b)  Termination of this Agreement pursuant to this Section 11 shall be
without liability of any party to any other party except as provided in Section
10 hereof.


     (c)  If on the Closing Date one of the Initial Purchasers shall fail or
refuse to purchase the Senior Notes which it has agreed to purchase hereunder
on such date and the aggregate principal amount of the Senior Notes which such
defaulting Initial Purchaser agreed but failed or refused to purchase is not
more than one-tenth of the aggregate principal amount of the Senior Notes to be
purchased on such date by all of the Initial Purchasers, the non-defaulting
Initial Purchasers shall be obligated to purchase the Senior Notes which such
defaulting Initial Purchaser agreed but failed or refused to purchase on such
date in such proportions as are indicated in Schedule I hereto; provided that
in no event shall the aggregate principal amount of the Senior Notes which any
Initial Purchaser has agreed to purchase pursuant to this Agreement hereof be
increased pursuant to this Section 11 by an amount in excess of one-ninth of
such principal amount of the Senior Notes without the written consent of such
Initial Purchaser. If on the Closing Date an Initial Purchaser shall fail or
refuse to purchase Senior Notes and the aggregate principal amount of the
Senior Notes with respect to which such default occurs is more than one-tenth
of the aggregate principal amount of the Senior Notes to be purchased by all of
the Initial Purchasers and arrangements satisfactory to the other Initial
Purchasers and the Company for purchase of such Senior Notes are not made
within 48 hours after such default, this Agreement will terminate without
liability on the part of the non-defaulting Initial Purchasers or the Company.
In any such case which does not result in termination of this Agreement, either
the non-defaulting Initial Purchasers or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Final Memorandum or any other
documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Initial Purchaser from liability in
respect of any default of such Initial Purchaser under this Agreement.


     12.     Information Supplied by the Initial Purchasers. The statements
concerning the Initial Purchasers set forth in paragraphs 2, 3, 5, 7, 8 and 10
under the heading “Plan of Distribution” in the Final Memorandum (to the extent
such statements relate to the Initial Purchasers) constitute the only


-21-






 




information furnished by the Initial Purchasers to the Company for
the purposes of Sections 2(a) and 9 hereof.


     13.     Notices. All communications hereunder shall be in writing in the
English language and, if sent to the Initial Purchasers, shall be mailed or
delivered or telecopied and confirmed in writing to RBC Dominion Securities
Corporation, One Liberty Plaza, New York, New York 10016, Attention: Roger
Blissett, Facsimile No. (212) 858-7000; and if sent to the Company, shall be
mailed or delivered or telecopied and confirmed in writing to it at 33 avenue
du Maine, B.P. 191, 75755 Paris, France, Attention: Chief Financial Officer,
Facsimile No. (33-1) 64-47-34-31.


     All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days
after being deposited in the United States mail, postage prepaid, if mailed;
one business day after being timely delivered to a next-day air courier; and
when receipt is acknowledged by the addressee, if telecopied.


     14.     Successors. This Agreement shall inure to the benefit of and be
binding upon the Initial Purchasers and the Company and their respective
successors and legal representatives, and nothing expressed or mentioned in
this Agreement is intended or shall be construed to give any other person any
legal or equitable right, remedy or claim under or in respect of this
Agreement, or any provisions herein contained, this Agreement and all
conditions and provisions hereof being intended to be and being for the sole
and exclusive benefit of such persons and for the benefit of no other person
except that (i) the indemnities of the Company contained in Section 9 of this
Agreement shall also be for the benefit of any person or persons who control
the Initial Purchasers within the meaning of Section 15 of the Act or Section
20 of the Exchange Act and (ii) the indemnities of the Initial Purchasers
contained in Section 9 of this Agreement shall also be for the benefit of the
directors of the Company, its officers and any person or persons who control
the Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act. No purchaser of Securities from the Initial Purchasers will be
deemed a successor because of such purchase.


     15.     Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.


     16.     Consent to Jurisdiction; Submission to Process. The Company hereby
(a) irrevocably agrees that any suit, action or proceeding against it brought
by the Initial Purchasers or by any person who controls any of the Initial
Purchasers, arising out of or based upon this Agreement or the transactions
contemplated hereby may be instituted in any competent state or federal court
in the State of New York sitting in the Borough of Manhattan in the City of New
York and (b) irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have, pursuant to articles 14 and 15 of
the French Civil Code or otherwise, to the laying of venue of any such suit,
action or proceeding brought in such a court and any claim that any such suit,
action or proceeding brought in such a court has been brought in any
inconvenient forum, and irrevocably submits to the nonexclusive jurisdiction of
such courts in any such suit, action or proceeding. In furtherance of the
foregoing, the Company hereby irrevocably designates and appoints CT
Corporation, 111 8th Avenue, New York, New York 10011, as the agent of the
Company to receive service of all process brought against the Company with
respect to any such suit, action or proceeding in any such court in the City
and State of New York, such service being hereby acknowledged by the Company to
be effective and binding service in every respect. Copies of any


-22-






 




such process so served shall also be given to the Company in accordance
with Section 13 hereof, but the failure of the Company to receive such copies
shall not affect in any way the service of such process as aforesaid. On the
Closing Date, the Company shall furnish to the Initial Purchasers a consent of
CT Corporation agreeing to act hereunder. If for any reason CT Corporation
shall resign or otherwise cease to act as such agent, the Company hereby
irrevocably agrees to (A) immediately designate and appoint a new agent
reasonably acceptable to the Initial Purchasers to serve in such capacity and,
in such event, such new agent shall be deemed to be substituted for CT
Corporation for all purposes hereof and (B) promptly deliver to the Initial
Purchasers the written consent (in form and substance reasonably satisfactory
to the Initial Purchasers) of such new agent agreeing to serve in such
capacity.


     Nothing in this Section shall limit the right of the Initial Purchasers or
any person who controls any of the Initial Purchasers to bring proceedings
against the Company in the courts of any other jurisdiction or to serve process
in any other manner permitted by law.


     17.     Judgment Currency. The Company agrees to pay the Initial Purchasers
for any loss incurred, as incurred, as a result of any judgment or award in
connection with this Agreement being expressed in a currency (the “Judgment
Currency”) other than the currency in which such loss or damage is denominated
or in which your obligation is denominated, as the case may be (the “Obligation
Currency”) and as a result of any variations as between (i) the spot rate of
exchange in New York at which the Judgment Currency could have been converted
into the Obligation Currency as of the date such judgment or award is entered
and (ii) the spot rate of exchange in New York on the date on which such
judgment or award is paid. The foregoing agreement shall constitute a separate
and independent obligation of the Company and shall continue in full force and
effect notwithstanding any such judgment or order as aforesaid. The term “spot
rate of exchange” shall include any premiums and costs of exchange payable in
connection with the purchase of, or conversion into, the relevant currency.


     18.     Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


     19.     Authorization. Each of the Initial Purchasers irrevocably authorizes
RBC Dominion Securities Corporation to execute and deliver the Registration
Rights Agreement on its behalf.


* * * * *



[Signature page follows.]



-23-






 





     If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement among the Company and the
Initial Purchasers.



	 	 
	Very truly yours,
	 
	COMPAGNIE
GÉNÉRALE DE GÉOPHYSIQUE
	 
	By:	  /s/ Michel Ponthus
	 	


	Name:	  Michel Ponthus
	Title:	  Senior
Executive Vice President & CFO



The foregoing Agreement is hereby

confirmed and accepted in New York, New York,

as of the date first above written.





	 	 	 
	
RBC DOMINION SECURITIES CORPORATION
	 
	By:	
   /s/ Daniel Elkaim
	 	


	Name:	  Daniel
Elkaim
	Title:	  Managing
Director
	 
	
SALOMON SMITH BARNEY INC.
	 
	By:	
   /s/ Robert D. Miller
	 	


	Name:	  Robert
D. Miller
	Title:	  Director










 



SCHEDULE I



Compagnie Générale de Géophysique



	 	 	 	 	 	 
	 	 	 	Principal
	 	 	 	Amount of
	Initial Purchaser	 	Notes
	
	 	

	RBC Dominion Securities Corporation
	 	$	33,000,000	 
	Salomon Smith Barney Inc.
	 	 	22,000,000	 
	 
	 	 	
	 
	 	Total
	 	$	55,000,000	 
	 
	 	 	
	 








 



SCHEDULE II



Non-Wholly Owned Subsidiaries



	 	 	 	 	 
	Subsidiaries	 	% of Interest
	
	 	

	CGG Pan India Ltd.
	 	 	40.0	 
	Geomar SAS
	 	 	49.0	 
	Kantwell SA
	 	 	50.0	 
	Argas Ltd.
	 	 	49.0	 
	Zhong Hai Syntron Geophysical Ptd.
	 	 	50.0	 
	JV XPEIC/Sercel Ltd.
	 	 	40.0	 
	PT Alico (consolidated)
	 	 	0	 
	Consortium Français de Localisation SA (“CFL”)
	 	 	33.0	 








 



Exhibit A



Material Subsidiaries


Subsidiaries representing more than 2.5% of consolidated

revenues or 2.5% of consolidated assets



	 	 	 	 	 	 	 
	Subsidiaries	 	Head office	% of interest
	
	 	
	

	CGG Marine SAS

Sercel SA

CGG Americas, Inc.

Sercel Inc.

CGG Marine Resources Norge A/S

CGG do Brasil	 	
Massy, France

Carquefou, France

Houston, Texas, United States

Tulsa, Oklahoma, United States

Baerum, Norway

Rio de Janeiro, Brazil
	 	 	100.0
100.0
100.0
100.0
100.0
100.0	 




A-1






 


Exhibit B



Equity Investments of the Company




	 	 	 	 	 	 	 
	Equity Investments	 	Head office	 	% of interest
	
	 	
	 	

	Geomar SAS	 	
Paris, France
	 	 	49.0	 
	Argas Ltd.	 	
Al-Khobar, Saudi Arabia
	 	 	49.0	 
	JV XPEIC/Sercel Limited	 	
Xian, China
	 	 	40.0	 
	Zhong Hai Syntron Geophysical
Ptd.	 	
China
	 	 	50.0	 
	Kantwell SA	 	
Panama
	 	 	50.0	 
	Consortium Français de Localisation SA	 	
Paris, France
	 	 	33.3	 
	Paradigm Geophysical, Ltd.	 	
Herzlia, Israel
	 	 	10.0	 
	Interactive Network Technologies, Inc.	 	
Houston, Texas
	 	 	19.0	 
	Tronic’s	 	
Grenoble, France
	 	 	6.0	 



B-1






 



Exhibit C.1



OPINION OF LINKLATERS AS TO MATTERS OF U.S. LAW


Dear Sirs



Compagnie Générale de Géophysique (the “Issuer”)


U.S.$55,000,000 105/8% Senior Notes due 2007 (the “Notes”)



	1	 	We have acted as special United States counsel to the Issuer in
connection with the execution by you and the Issuer of the Purchase
Agreement dated February 5, 2002 (the “Purchase Agreement”) and the
Registration Rights Agreement dated February 8, 2002 (the “Registration
Rights Agreement”) relating to the offer and sale of the Notes. The Notes
are being issued pursuant to the Indenture, dated November 22, 2000 (the
“Indenture”), between the Issuer and JPMorgan Chase Bank (formerly The
Chase Manhattan Bank), as trustee (the “Trustee”). Each capitalized term
used but not defined herein shall have the meaning ascribed to it in the
Purchase Agreement.
	 
	2	 	This opinion is limited to the federal law of the United States and the
laws of the State of New York, and we express no opinion as to the effect
of the laws of any other State of the United States or any other
jurisdiction. We also are delivering to you an opinion dated the date
hereof with respect to certain matters of French law. We have relied on
such opinion with respect to the opinions set forth herein insofar as they
may be affected by matters of French law and, insofar as the opinions set
forth herein may be affected by matters of French law, they are subject to
the same assumptions, qualifications and limitations with respect to such
matters as are contained in such opinion.
	 
	3	 	For the purpose of this opinion, we have examined the Purchase Agreement,
the Registration Rights Agreement, the Indenture, each certificate in
definitive global form representing the Notes (the “Global Notes”) and the
form of the exchange notes (the “Exchange Notes”) issuable in exchange for
the Notes as provided in the Registration Rights Agreement, such
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate. We have assumed that the Purchase
Agreement, the Registration Rights Agreement, the Indenture and the Notes
have been duly and validly authorized, executed and delivered, and the
Exchange Notes have been duly and validly authorized, under the laws of
the Republic of France by the Issuer, that the Notes conform and the
Exchange Notes, when issued, will conform to the forms examined by us and
that the signatures on all documents examined by us are genuine,
assumptions that we have not independently verified.
	 
	4	 	In our opinion:




	 	4.1	 	The Purchase Agreement has been duly executed and delivered by the Issuer.
	 
	 	4.2	 	The Indenture has been duly executed and delivered by the Issuer
and, assuming due authorization, execution and delivery thereof by the
Trustee, constitutes a valid and legally binding obligation of the
Issuer, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or similar laws of general applicability relating to or
affecting creditors rights and to general equity principles.
	 
	 	4.3	 	Each Global Note has been duly executed by the Issuer and,
assuming each Global Note has been duly authenticated by the Trustee,
the Notes have been duly issued and delivered and constitute valid and
legally binding obligations of the Issuer enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or



C.1-1






 





	 	 	 	similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.
	 
	 	4.4	 	When the Exchange Notes have been duly executed, authenticated,
issued and delivered in accordance with the terms of the Indenture and
the Registration Rights Agreement, the Exchange Notes will constitute
valid and legally binding obligations of the Issuer, enforceable in
accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or similar laws of
general applicability relating to or affecting creditors’ rights and
to general equity principles.
	 
	 	4.5	 	The Registration Rights Agreement has been duly executed and
delivered by the Issuer and, assuming due authorization, execution and
delivery thereof by the Initial Purchasers, constitutes a valid and
legally binding obligation of the Issuer, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or similar laws of general
applicability relating to or affecting creditors rights and to general
equity principles; provided, however, that we express no opinion with
respect to Section 8 of the Registration Rights Agreement.
	 
	 	4.6	 	The execution and delivery by the Issuer of the Purchase
Agreement, the Registration Rights Agreement and the Notes (together,
the “Agreements”) do not, and the performance by the Issuer of its
obligations under the Agreements and the Indenture and the execution
and delivery by the Issuer of the Exchange Notes and the performance
by the Issuer of its obligations thereunder, will not, violate any
federal law of the United States or any law of the State of New York
which is applicable to the Issuer, provided, however, that for
purposes of this paragraph 4.6, we express no opinion with respect to
United States federal or State securities laws, other antifraud laws,
fraudulent transfer laws or the U.S. Employee Retirement Security
Income Act of 1974 and rules, regulations, interpretations and rulings
thereunder; and provided, further, that insofar as performance by the
Issuer of its obligations under the Agreements is concerned, we
express no opinion as to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or similar laws of general
applicability relating to or affecting creditors’ rights or as to the
effect of general equity principles.
	 
	 	4.7	 	All regulatory consents, authorizations, approvals and filings
required to be obtained or made by the Issuer on or prior to the date
hereof under the federal laws of the United States and the laws of the
State of New York for the issuance, sale and delivery of the Notes by
the Issuer to the Initial Purchasers, in accordance with the Purchase
Agreement, have been obtained or made, provided, however, that we
express no opinion with respect to State securities laws.
	 
	 	4.8	 	It is not necessary to register the Issuer as an investment
company under the United States Investment Company Act of 1940 in
connection with the offer and sale of the Notes.
	 
	 	4.9	 	Registration of the Notes under the United States Securities Act
of 1933 (the “Securities Act”) is not required for (i) the sale of the
Notes by the Issuer to the Initial Purchasers and (ii) the offer and
initial resale of the Notes by the Initial Purchasers, in each case in
the manner contemplated by the Purchase Agreement, it being understood
that we express no opinion as to any subsequent offer and resale of
the Notes.




	5	 	In connection with our opinion set forth in paragraph 4.4 above, we have,
with your approval, assumed that, at the time of issuance, sale and
delivery of each Exchange Note, the authorization of the



C.1-2






 





	 	 	issuance, sale and delivery of Exchange Notes by the Issuer will not have
been modified or rescinded and that each Exchange Note will conform to the
form of the Exchange Notes examined by us.
	 
	6	 	In connection with our opinion set forth in paragraph 4.4 above, we have,
also with your approval, assumed that, at the time of issuance, sale and
delivery of each Exchange Note, there will not have occurred any change in
law affecting the validity, legally binding character or enforceability of
such Exchange Note and that the issuance, sale and delivery of such
Exchange Note, all of the terms of such Exchange Note and the performance
by the Issuer of its obligations thereunder will comply with applicable
law and with each requirement or restriction imposed by any governmental
or public regulatory body or authority having jurisdiction over the
Issuer, and will not result in a default under or a breach of any
agreement or instrument then binding on the Issuer.
	 
	7	 	In connection with our opinion set forth in paragraph 4.9 above, we have
relied to the extent we believe is appropriate upon the representations,
warranties, agreements and undertakings of the Issuer and the Initial
Purchasers in the Purchase Agreement with respect to other securities
transactions of the Issuer, the absence of any form of general
solicitation or general advertising in the United States in connection
with the offering of the Notes, the absence of any directed selling
efforts (as defined in Regulation S under the Securities Act), the
implementation of offering restrictions (as defined in Regulation S under
the Securities Act) and certain other matters.
	 
	8	 	This opinion is addressed to you solely for your benefit in connection
with the offer and sale of the Notes. It is not to be transmitted to
anyone else nor is it to be relied upon by anyone else or for any other
purpose or quoted or referred to in any public document or filed with
anyone without our express consent.



C.1-3






 




Exhibit C.2



OPINION OF LINKLATERS AS TO MATTERS OF FRENCH LAW



	1	 	We have acted as French legal advisers to the Issuer in connection with
the issue of the Notes.
	 
	2	 	This opinion is limited to French law and is given on the basis that it
will be governed by and construed in accordance with French law.
	 
	3	 	For the purpose of this opinion, we have examined, and rely on the
documents listed and, where appropriate, defined in the Schedule to this
letter.
	 
	4	 	We have assumed that:




	 	4.1	 	Except in the case of the Issuer, all relevant documents are
within the capacity and powers of, and have been validly authorised
by, each party and that those documents have been or will be validly
executed and delivered by the relevant party (other than the Issuer).
	 
	 	4.2	 	The offering restrictions relating to France, contained in the
Offering Memorandum and the Purchase Agreement, will be complied with.
	 
	 	4.3	 	The obligations of the Issuer contained in the Indenture, the
Registration Rights Agreement, the Purchase Agreement and the Notes
constitute valid, binding and enforceable obligations of the Issuer
under the laws of New York by which they are, or in the case of the
Notes are expected to be, governed.
	 
	 	4.4	 	All documents examined by us as copies or specimen documents
conform to their originals and the signatures on the originals of all
documents examined by us are genuine.



The Indenture, the Registration Rights Agreement and the Purchase Agreement are
together referred to in this opinion as the “Principal Agreements”.


References herein to the “Notes” shall, save if otherwise provided, be deemed
to include any Exchange Notes issued pursuant to, and in accordance with, the
Registration Rights Agreement.



	5	 	In our opinion:




	 	5.1	 	The Issuer is a société anonyme duly established and validly
existing under the laws of the Republic of France and registered with
the Registre du commerce et des sociétés of Evry. Each of Sercel S.A.,
Sercel Holding S.A. and CGG Marine S.A.S., which are French
subsidiaries of the Issuer (the “French Significant
Subsidiaries”),
has been duly established and is validly existing under the laws of
France.
	 
	 	5.2	 	The extrait K-bis and certificat de non-faillite issued by the
Registre du commerce et des sociétés relating to each of the Issuer
and the French Significant Subsidiaries reveal that neither the Issuer
nor any French Significant Subsidiary has declared having ceased
paying its debts (cessation des paiements), no stay of legal action or
proceedings prior to an amicable settlement (règlement amiable) has
been granted to the Issuer or any French Significant Subsidiary and
that no notice of judicial reorganisation (redressement judiciaire),
judicial liquidation (liquidation judiciaire), or voluntary
liquidation has been filed with respect to the Issuer or any French
Significant Subsidiary. It should be noted that notice of any change



C.2-1






 





	 	 	 	affecting the status of the Issuer or any French Significant
Subsidiary may not be filed immediately with the Registre du commerce
et des sociétés.
	 
	 	5.3	 	The Issuer has the corporate power to enter into and perform its
obligations under the Principal Agreements and to issue and perform
its obligations under the Notes and has taken all necessary action to
authorise the entry into and the performance of its obligations under
the Principal Agreements and the issue and offering of the Notes and
the representatives of the Issuer have the authority to execute and
perform the Principal Agreements, to authorise the issue of the Notes
and to execute each certificate in definitive global form representing
the Notes, (the Global Certificate).
	 
	 	5.4	 	Assuming them to be valid, binding and enforceable under the laws
of New York, there is no reason why the obligations of the Issuer
contained in the Principal Agreements and the Notes should not be
valid and binding on it and enforceable against it as a matter of
French law. The Notes will rank pari passu without preference among
themselves and, subject to statutory exceptions, equally and rateably
with all other unsecured and unsubordinated obligations of the Issuer.
	 
	 	5.5	 	All authorisations, consents, approvals or filings required by
the Issuer from any governmental or other regulatory agencies in the
Republic of France in connection with the execution, legality,
validity, performance, admissibility in evidence, and enforcement by
it of the Principal Agreements and the issue and offering of the Notes
have been obtained.
	 
	 	5.6	 	The execution and performance of the Principal Agreements, the
compliance by the Issuer with the provisions thereof and the
consummation of the transactions contemplated thereby and the issue
and the offering of, and performance by the Issuer of its obligations
under, the Notes will not violate the terms of, and will not be
contrary to, any applicable laws, decrees or published administrative
regulations of any governmental or regulatory body of the Republic of
France or the statuts of the Issuer.
	 
	 	5.7	 	No stamp duties (droits d’enregistrement) or similar taxes (other
than timbres de dimension, the amount of which is nominal) are payable
in France in connection with the entry into, performance,
admissibility in evidence or enforcement of the Principal Agreements
and the issue and offering of the Notes; payments of interest or
premium, if any, under the Notes are entitled to the exemption from
deduction at source provided by article 131 quater of the French
General Tax Code and, accordingly, all amounts payable by the Issuer
under the Notes may, under present French law, be made without
deduction for or on account of French taxes.
	 
	 	5.8	 	The submission by the Issuer in the Principal Agreements and the
Notes to the jurisdiction of the courts of New York is binding and
irrevocable on it. The choice of the laws of New York to govern the
Principal Agreements and the Notes is valid and binding on the Issuer,
and provided that the relevant content of the laws of New York is duly
pleaded and proved and not held to be contrary to French international
public policy (Ordre Public International), would be given effect to
in any proceedings brought against the Issuer in the French courts.
	 
	 	5.9	 	A final judgment for a sum of money in relation to the Principal
Agreements and the Notes obtained against the Issuer in the New York
courts would be recognised and enforceable by the French courts
without re-examination or re-litigation of the matters adjudicated,
through an action for exequatur brought before the competent French
court provided that the court is



C.2-2






 





	 	 	 	satisfied that the requirements developed by case law for the
enforcement of foreign judgments in France are met, and in particular
provided that:





	 	 	(i)	the judgment concerned is enforceable in the State of
New York;
	 
	 	 	(ii)	such judgment has been rendered by a court having
jurisdiction over the parties both under its own rules of
jurisdiction and in accordance with French rules of
international conflicts of jurisdiction and the French courts
did not have exclusive jurisdiction to hear the matter (it being
our opinion that this test would be satisfied if the federal and
state courts of New York were to assume jurisdiction over a
contractual dispute arising out of the Notes and/or the
Principal Agreements on the basis of the Issuer’s express
submission contained in the Notes and the Principal Agreements);
	 
	 	 	(iii)	the court that rendered such judgment has applied to
the merits of the case the laws of the jurisdiction which would
have been considered appropriate under French rules of
international conflicts of laws (it being our opinion that this
test would be satisfied if New York law were to be applied to a
contractual dispute arising out of the Notes and/or the
Principal Agreements on the basis of the express choice of law
contained in the Notes and the Principal Agreements);
	 
	 	 	(iv)	the judgment is not contrary to French international
public policy, both pertaining to the merits and to the
procedure of the case (examples of what might be held contrary
to this form of public policy including a judgment awarding
punitive damages or a judgment rendered in circumstances where
the Issuer was not given proper notice to present its defence);
	 
	 	 	(v)	the judgment is not tainted with fraud; and
	 
	 	 	(vi)	the judgment does not conflict with a French judgment
or a foreign judgment which has become effective in France and
there is no risk of conflict with proceedings pending before the
French courts at the time enforcement of the judgment is sought.
	 



	 	5.10	 	The statements under the captions “Service of Process and
Enforcement of Liabilities” and “Taxation” (with respect to the
paragraph entitled “France” exclusively) in the Offering Memorandum,
in each case and insofar as those statements relate to provisions of
documents governed by French law or to provisions of French law
therein described, at the date of the Offering Memorandum and at the
time and date of delivery of this letter, were accurate in all
material respects.




	6	 	The term enforceable, as used above, means that the obligations assumed
by the Issuer under the Notes and the Principal Agreements are of a type
which the French courts enforce, it does not mean that these obligations
will necessarily be enforced in all circumstances in accordance with their
terms. The main circumstances which may limit enforcement are:




	 	6.1	 	Enforcement may be limited by règlement amiable, redressement
judiciaire, liquidation judiciaire (including a provision that
creditors’ proofs of debts denominated in foreign currencies would be
converted into euros or French francs at the rate applicable on the
date of the court decision commencing the redressement judiciaire
proceedings), insolvency, moratorium and other laws of general
application affecting the rights of creditors.



C.2-3






 







	 	6.2	 	Claims may become barred as a result of prescription or may
become subject to defences of set-off (compensation) or counterclaim
(demande reconventionnelle).
	 
	 	6.3	 	Specific performance (exécution en nature) may not be available
where damages are considered by the court to be the only possible
remedy.
	 
	 	6.4	 	In respect of payment obligations, a French court has power under
Article 1244-1 et seq. of the French Civil Code to grant time to a
debtor (not in excess of two years), taking into account the position
of the debtor and the needs of the creditor. The court is also
empowered to decide that the deferred amounts shall bear interest at a
reduced rate (but at least equal to the legal rate or taux légal) or
that payments made by the debtor must be applied in priority in or
towards reduction of the principal due, notwithstanding any
contractual provision to the contrary; any such decision by the court
will suspend all enforcement proceedings instituted by the creditor
against his debtor for the payment of his debt and all extra interest
or penalties for late payment shall cease to be due during the grace
period fixed by the court.




	7	 	This opinion is subject to the following:




	 	7.1	 	Damages, liquidated damages and penalties provided for in the
Principal Agreements may be varied by a French court if they amount to
a manifestly excessive or derisory penalty under French law.
	 
	 	7.2	 	A certificate, determination, notification, or opinion might be
held by the French courts to be inconclusive if it could be shown to
have an unreasonable or arbitrary basis or in the event of manifest
error despite any provision in any document to the contrary.
	 
	 	7.3	 	A French court may, if requested, render a judgment in the
foreign currency in which a debt is expressed. However, if a judgment
awarded by a French court were to be expressed in French francs or
euro, it would normally be expressed by reference to the exchange
value of the relevant amount of foreign currency at the rate of
exchange prevailing on the effective date of payment or due date. If,
however, after having obtained a judgment from a French court on the
Notes or the Principal Agreements, the creditor were to seek a
separate judgment on the basis of any provision relating to exchange
rate indemnities, the court might hold that such provision did not
survive the original judgment.
	 
	 	7.4	 	In order to enforce in the French courts any document in
connection with the issue of the Notes which is written in English, a
certified translation into French of such document will be required.
	 
	 	7.5	 	We express no opinion as to the enforceability in France of
provisions relating to the grossing-up by the Issuer of taxes withheld
by any taxing authority in France. We have not been asked, and we do
not give, any opinion as to any other taxation (including Value Added
Tax) which will or may arise as a result of any transaction effected
in connection with the issue or offering of the Notes except for
paragraph 5.7. and this paragraph 7.5.




	8	 	This opinion is addressed to you solely for your benefit in connection
with the Notes. It is not to be transmitted to anyone else nor is it to be
relied upon by anyone else (other than your legal advisers for the
purposes of the issue of the Notes who can rely on it as if it were
addressed to them) or for any other purpose or quoted or referred to in
any public document or filed with anyone without our express consent.



C.2-4






 






Exhibit C.3



OPINION OF LINKLATERS AS 10b-5 MATTERS



	1	 	We have acted as special United States counsel and French legal advisers
to the Issuer in relation to the preparation of the Offering Memorandum
dated February 5, 2002 (the “Offering Memorandum”) used in connection with
the offer and sale of the Notes.
	 
	2	 	The statements under the captions “Description of the Notes”, “Taxation -
United States Federal Tax Considerations” and “Taxation — France” in the
Offering Memorandum, in each case insofar as those statements relate to
provisions of documents governed by New York or French law or to
provisions of French tax law or United States federal tax law therein
described, at the date of the Offering Memorandum and at the time and date
of delivery of this letter, were accurate in all material respects.
	 
	3	 	In our capacity as such counsel and advisers, our work has involved the
following:




	 	3.1	 	We have, along with your representatives and representatives of
the Issuer, its independent accountants and your United States
counsel, participated in discussions concerning the contents of the
Offering Memorandum, reviewed the contents of the Offering Memorandum
and carried out such further enquiries and procedures as we have
deemed necessary or appropriate in the circumstances.
	 
	 	3.2	 	Between the date of the Offering Memorandum and the time and date
of delivery of this letter, we have participated in further
discussions with your representatives and representatives of the
Issuer, its independent accountants and your United States counsel
concerning the contents of the Offering Memorandum and related matters
and reviewed the closing certificates of the Issuer and the comfort
letters from the Issuer’s independent accountants.
	 
	 	 	 	On the basis of the information that we gained in the performance of the
work referred to above, considered in the light of our understanding of
the applicable United States federal securities laws and the experience we
have gained through our practice in this field, we confirm to you that
nothing that has come to our attention in the course of our acting in our
capacity as such counsel has caused us to believe that the Offering
Memorandum, at its date, contained any untrue statement of a material fact
or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading. Also, nothing that has come to our attention in
the course of the procedures described in paragraph 3.2 has caused us to
believe that the Offering Memorandum, at the time and date of delivery of
this letter, contained any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.




	4	 	The limitations inherent in the independent verification of factual
matters and the character of determinations involved in the preparation of
disclosure documents are such, however, that we do not assume
responsibility for the accuracy, completeness or fairness of the
statements contained in the Offering Memorandum except as provided in
paragraph 2. In addition, we express no opinion or belief as to the
financial statements or as to any of the financial, accounting or
statistical data contained in the Offering Memorandum.



C.3-1






 







	5	 	This letter is addressed to you solely for your benefit. It is not to be
relied upon by anyone else for any purpose without our express consent.



C.3-2






 






Exhibit C.4



OPINION OF GENERAL COUNSEL OF COMPANY



	1	 	In my capacity as General Counsel of the Issuer, I have been requested by
you to give this opinion in connection with the issuance of the Notes.
This opinion is delivered to you pursuant to Section 7(a) of the Purchase
Agreement, dated February 5, 2002, between the Issuer and the Initial
Purchasers (the “Purchase Agreement”). Terms used herein and not
otherwise defined shall have the meanings ascribed to such terms in the
Purchase Agreement.
	 
	2	 	This opinion is limited to French law and is given on the basis that it
will be governed by and construed in accordance with French law.
	 
	3	 	For the purpose of this opinion, I have examined the documents listed
and, where appropriate, defined in the Schedule to this letter.
	 
	4	 	I have assumed that:




	 	4.1	 	All relevant documents are within the capacity and powers of, and
have been validly authorised by, each party and that those documents
have been or will be validly executed and delivered by the relevant
party.
	 
	 	4.2	 	The offering restrictions relating to France, contained in the
Offering Memorandum and the Purchase Agreement, will be complied with.
	 
	 	4.3	 	The obligations of the Issuer contained in the Indenture, the
Registration Rights Agreement, the Purchase Agreement and the Notes
constitute valid, binding and enforceable obligations of the Issuer
under the laws of New York by which they are, or in the case of the
Notes are expected to be, governed.
	 
	 	4.4	 	All documents examined by me as copies or specimen documents
conform to their originals and that the signatures on the originals of
all documents examined by me are genuine.




	5	 	In my opinion:




	 	5.1	 	The execution and performance of the Indenture, the Registration
Rights Agreement, the Purchase Agreement and the Notes, the compliance
by the Issuer with the provisions thereof and the consummation of the
transactions contemplated thereby and the issue and the offering of,
and performance by the Issuer of its obligations under, the Notes will
not violate, and will not be contrary to, the terms of any material
indenture, mortgage, deed of trust, loan agreement, note, lease,
license, permit, certificate, contract or other agreement or
instrument known to me to which the Issuer or any of its subsidiaries
is a party, except for any such violation which could reasonably be
expected to not, individually or in the aggregate, have a Material
Adverse Effect.
	 
	 	5.2	 	The statements under the caption “Description of Certain
Indebtedness” in the Offering Memorandum, insofar as those statements
constitute summaries of the documents referred to therein, at the date
of the Offering Memorandum and at the time and date of delivery of
this letter, were accurate in all material respects.



C.4-1






 







	 	5.3	 	To my knowledge, there is not pending or threatened any action,
suit, proceeding, inquiry or investigation to which the Issuer or any
of its Material Subsidiaries is a party or to which any of their
respective properties or assets is subject, before or brought by any
court, arbitrator or governmental agency or body which, if adversely
determined to the Issuer or any of the Material Subsidiaries, could
reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect or which seeks to restrain, enjoin, prevent
the consummation of or otherwise challenge the issuance or sale of the
Senior Notes to be sold pursuant to the Purchase Agreement or the
consummation of the other transactions described in the Final
Memorandum.




	6	 	I express no opinion as to the enforceability in France of provisions
relating to the grossing-up by the Issuer of taxes withheld by any taxing
authority in France. I have not been asked, and I do not give, any opinion
as to any other taxation (including Value Added Tax) which will or may
arise as a result of any transaction effected in connection with the issue
or offering of the Notes.
	 
	7	 	This opinion is addressed to you solely for your benefit in connection
with the Notes. It is not to be transmitted to anyone else nor is it to be
relied upon by anyone else (other than your legal advisers for the
purposes of the issue of the Notes who can rely on it as if it were
addressed to them) or for any other purpose or quoted or referred to in
any public document or filed with anyone without my express consent.



C.4-2






 






SCHEDULE




	1	 	A certified copy of the statuts of the Issuer dated September 30, 2001
and a copy of the statuts of Sercel S.A., Sercel Holding S.A. and CGG
Marine S.A.S. respectively dated October 12, 2001, October 12, 2001 and
December 29, 2001.
	 
	2	 	A certified copy of a resolution of the Assemblée générale ordinaire et
extraordinaire of the shareholders of the Issuer held on May 16, 2001
authorising the issue of bonds.
	 
	3	 	A certified copy of extracts of the Minutes of the Board of the Issuer
held on January 18, 2002, containing the resolution approving the issue of
the Notes and delegating to the President of the Board the power to
determine the final conditions of the Notes.
	 
	4	 	A certified copy of a decision of Mr Robert Brunck, President of the
Board of the Issuer resolving upon the issue of and determining the final
conditions of the Notes and delegating to Thierry LeRoux, Michel Ponthus,
Christophe Pettenati-Auziére, Gérard Chambovet and Andre Froment the power
to sign the Principal Agreements and take all action required in
connection with the issue of the Notes.
	 
	5	 	Extraits K-bis issued by the Registre du commerce et des sociétés
relating to the Issuer, Sercel S.A., Sercel Holding S.A. and CGG Marine
S.A.S. respectively dated 23 January 2002, 14 January 2002, 14 January
2002 and 11 January 2002.
	 
	6	 	Certificats de non-faillite relating to the Issuer, Sercel S.A., Sercel
Holding S.A. and CGG Marine S.A.S. respectively dated 11 January 2002, 31
January 2002, 01 February 2002 and 31 January 2002.
	 
	7	 	A copy of the Offering Memorandum dated February 5, 2002 (the “Offering
Memorandum”) relating to the issue of the Notes.
	 
	8	 	An executed copy of the Purchase Agreement dated February 5, 2002 (the
“Purchase Agreement”) between the Issuer and the Initial Purchasers
relating to the subscription and offering of the Notes.
	 
	9	 	An executed copy of the Indenture dated 22 November 2000 (the
“Indenture”) between the Issuer and JPMorgan Chase Bank (formerly The
Chase Manhattan Bank), as trustee.
	 
	10	 	An executed copy of the Registration Rights Agreement dated February 8,
2002 (the “Registration Rights Agreement”) between the Issuer and the
Initial Purchasers.
	 
	11	 	A certified copy of the Officers’ Certificate dated February 8, 2002.
	 
	12	 	A certified copy of the Secretary’s Certificate dated February 8, 2002.